HALIFAX, NOVA SCOTIA / TheNewswire / May 15, 2018 - NOBELIUM TECH CORP. ("Nobelium" or the "Company") a capital pool company, announces that it will not be proceeding with the previously announced purchase of all of the issued and outstanding shares of Blockchain Royalty Corp. ("Blockchain Royalty"). Nobelium is a Capital Pool Company ("CPC") and had intended that the transaction with Blockchain Royalty would constitute its "Qualifying Transaction", as such term is defined in the policies of the TSX Venture Exchange (the "Exchange").
The Company is pleased to announce it has entered into a letter of intent dated May 14, 2018 (the "LOI") with Maximos Metals Corp. ("Maximos"), a private company incorporated under the Canada Business Corporations Act whereby Nobelium and Maximos will complete an arrangement, amalgamation, share exchange or similar transaction to ultimately form the resulting issuer (the "Resulting Issuer") who will continue on the business of Maximos (the "Transaction"), subject to the terms and conditions outlined below. Nobelium intends that the Transaction will constitute its Qualifying Transaction.
Nobelium's shares have been halted from trading since the date of the announcement of the previous transaction with Blockchain Royalty. Nobelium expects that trading in its common shares will remain halted pending closing of the Qualifying Transaction with Maximos.
In connection with the Transaction, Nobelium anticipates that the 13,125,000 common shares in the capital of Nobelium (the "Nobelium Shares") currently issued and outstanding will be consolidated (the "Consolidation") on a basis of 1 post-Consolidation Nobelium Share for every 3 pre-Consolidation Nobelium Shares held. Nobelium will have approximately 4,375,000 Nobelium Shares issued and outstanding after the Consolidation. As a result of the Consolidation, the number, exchange basis or exercise price of all outstanding Nobelium stock options will also be adjusted, as applicable, to reflect the 3:1 Consolidation. The actual adjustment will be made by the Company in consultation with its advisors.
Summary of the Qualifying Transaction
The LOI contemplates Nobelium and Maximos completing a business combination transaction, pursuant to which Nobelium Shares, or Resulting Issuer shares (as the case may be), will be issued to holders of shares of Maximos on the basis of one post-Consolidation Nobelium Share (or Resulting Issuer share as applicable) for every one Maximos share (the "Exchange Ratio"). The final structure of the Transaction is subject to receipt of tax, corporate and securities law advice for both Maximos and Nobelium.
On completion of the Transaction, the securityholders of Maximos would own a majority of the issued and outstanding shares of the Resulting Issuer. The common shares of the Resulting Issuer will be listed for trading on the Exchange. The Transaction is not a "Non-Arm's Length Qualifying Transaction" within the meaning of Policy 2.4 of the Exchange.
Nobelium intends to hold an annual and special meeting of Nobelium's shareholders (the "Meeting") pursuant to which the shareholders of Nobelium will be asked to approve, among other things: (i) the Consolidation; (ii) the change of name of Nobelium to a name provided by Maximos; and (iii) the appointment of new director(s), conditional upon completion of the Transaction.
Pursuant to the terms of the LOI, until the earliest of: (i) the execution of the Definitive Agreement; (ii) mutual agreement of Nobelium and Maximos; or (iii) the termination of the LOI in accordance with its terms, Nobelium and Maximos have agreed not to solicit, negotiate, accept or discuss with any other entity, any transaction that would be in opposition to or in competition with the Transaction.
The completion of the Transaction is subject to the satisfaction of various conditions as are standard for a transaction of this nature, including but not limited to: (i) the negotiation of the Definitive Agreement; (ii) receipt of all requisite regulatory, stock exchange, court or governmental approvals, authorizations and consents; (iii) the absence of any material change or a change in a material fact or a new material fact affecting Nobelium or Maximos; (iv) completion of the Private Placement (as defined below); and (v) if applicable, each company having received appropriate approvals from their shareholders. There can be no assurance that the Transaction will be completed on the terms proposed above or at all.
In connection with the Transaction, it is anticipated that Maximos will complete a private placement of Maximos common shares. The size of the offering and the issue price at which the Maximos common shares will be sold are to be determined in the context of the market (the "Private Placement"). Subject to applicable laws and Exchange policies, it is anticipated that each Maximos share issued pursuant to the Private Placement will be exchangeable into freely tradable common shares of the Resulting Issuer upon completion of the Transaction in accordance with the Exchange Ratio.
The Resulting Issuer
Upon completion of the Transaction the Resulting Issuer is expected to change its name to "Maximos Metals Corp." or such other name as determined by Maximos and the Resulting Issuer will be a mining issuer under the Exchange rules.
Maximos is a resource company exploring for nickle, copper and cobalt in Labrador and Quebec.
A comprehensive press release with further particulars relating to the Transaction, including further particulars of the Resulting Issuer and the Private Placement, will follow in accordance with the policies of the Exchange.
All information contained in this press release with respect to the Company and Maximos was supplied, for inclusion herein, by the respective parties and each party and its directors and officers have relied on the other party for any information concerning the other party.
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
For further information:
Erroll Treslan, President of Nobelium T: 519-374-1834
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:
This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward looking statements include, but are not limited to, statements with respect to: the terms and conditions, timing, status and/or completion of the proposed Transaction; use of funds; and the business and operations of the Company and Maximos before and/or after completion of the proposed Transaction.
Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; the results of operations; potential for conflicts of interests; as well as volatility of the Company's common share price and volume. There can be no assurance that such statements will prove to be accurate or complete, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company and Maximos each disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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